Date:13 September 2019
Terms and conditions for the supply of services of consulthon.com
Print this Agreement for Your records
BY CHECKING THE BOX, YOU INDICATE ACCEPTANCE OF THESE TERMS AND CONDITIONS AND THE LIMITATION OF LIABILITY SET OUT HEREIN. IF, AFTER HAVING CAREFULLY READ THESE TERMS AND CONDITIONS, YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU SHOULD EXIT THIS WEB PLATFORM IMMEDIATELY AND NOT USE ANY OF OUR SERVICES. BY CONTINUING TO USE THIS WEB PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS (AS VARIED FROM TIME TO TIME) FOR YOUR INITIAL USE AND ALL FUTURE USES OF THE PLATFORM. YOUR ELECTRONIC ACCEPTANCE OF THESE TERMS AND CONDITIONS HAS THE SAME EFFECT AS IF YOU PHYSICALLY SIGNED AN AGREEMENT WITH US.
The terms "us" or "we" refer to the owner of the web platform whose details are given in Clause 1 below. The term "You" refers to the Member or viewer of our web platform www.consulthon.com and www.consulthon.co.uk (our Platform or our web platform).
You should print a copy of these Terms and conditions or save them to Your computer for future reference.
We amend these Terms and conditions from time to time as set out in Clause 11. Every time You wish to use our Services (defined below), please check these Terms and conditions to ensure You understand the terms which will apply at that time.
THE FOLLOWING DEFINITIONS AND RULES OF INTERPRETATION APPLY IN THESE CONDITIONS.
Unless the context otherwise clearly indicates, words used in the singular include the plural, the plural includes the singular.
Agreement: the agreement between the Supplier (Consulthon Ltd) and the Member for the supply of Services on our web platform in accordance with these Terms and Conditions.
Answer: Answer/s submitted by other Professionals with knowledge and experience for a Challenge, where one answer can turn into a solution for the particular Business posting a Challenge, or the answer can turn into a knowledge accumulated for the professionals using the Platform.
Challenge: a business problem, opportunity, issue posted by a professional (Business managers, owners or consultants), where brain-storming, ideas and solutions are sought by the Consulthon community.
Charges: the charges payable by the Members for the supply of the Services on our web platform are in accordance with Clause 5 (Charges and payment).
Conditions: these terms and conditions are amended from time to time in accordance with Clause 4.1.
Consulthon Ltd: refers to the legal entity Consulthon Ltd registered in England and Wales with company number 10682705.
Consulthon/s: Professionals with knowledge and experience in particular area/s, who access the Platform, log-in with a free profile or a premium profile and use the Platform to:
a) raise a challenge they face
Managers, Directors, C-suite, Heads of Departments, Supervisors, Owners, Founders, Consultants may post such challenges ("Challenges") and give points for a solution (“Solution”) and give/ take out points for liked/disliked answers ("Answers") submitted by other Professionals on the Platform.
b) to participate in a Challenge via the platform ("Consulthon.com/Consulthon.co.uk”) by giving an answer to a posted Challenge.
Dashboard: the individual area for every Member (Consulthon) where all his/her activities (challenges posted and answers given) are shown.
Feed: the common area where all the Members (Consulthons) can see all the challenges posted and all the answers suggested. The place where Consulthons problem-solve and exchange knowledge by communicating with each other.
Intellectual Property Rights: patents, [utility models,] rights to inventions, copyright and [neighbouring and] related rights, [moral rights,] trade marks [and service marks], business names and domain names, rights in get-up [and trade dress], goodwill and the right to sue for passing off [or unfair competition], rights in designs, [rights in computer software,] database rights, rights to use, and protect the confidentiality of, confidential information (including know-how [and trade secrets]), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Nickname: The Nickname gives you the option once you have logged in with your LinkedIn account, but would like to stay anonymous because of professional limitations/obligations, to put any name that will refer to you and this is the only name you will appear within the Consulthon community.
Reputation System: Reputation is a measurement of how much the community trusts you and how many positive contributions you have brought in your posts. The primary way to gain reputation is by posting
good challenges and useful answers.
Personal Data: has the meaning set out in section 1(1) of the Data Protection Act 2018 and relates only to personal data, or any part of such personal data, in respect of which the Member is the Data Controller and in relation to which the Supplier is providing Services under the agreement.
Platform: This Platform (Consulthon.com/ Consulthon.co.uk) provides a service to brain-storm and to problem-solve by sharing business challenges among professionals and experts.
Solution: The Answer the Business deems acceptable based upon the structure of the challenge and the Consulthon professional receives the particular points for that Challenge solved.
Services: means the online platform provided by us, where Members are connected in order to problem-solve challenges and exchange knowledge.
Supplier: Consulthon Ltd registered in England and Wales with company number 10682705.
2. BASIS OF AGREEMENT
The following describes the terms applicable to the use of the Consulthon.com/ Consulthon.co.uk Platform (the “Platform”). Your use of the Platform forms a legally binding agreement with Consulthon Ltd. (“Consulthon” or “us”) based on these Terms and conditions for the Supply of services. If You have registered as a Consulthon, You will be bound to these Terms and conditions. PLEASE READ THE FOLLOWING CAREFULLY. If You do not accept the Terms and conditions as stated here, do not use the Platform. Consulthon Ltd. may revise these Terms and conditions at any time by posting an updated version to this Web page.
2.1 The Platform. This Platform provides a service to brain-storm, to problem-solve and to share business challenges whereby Managers, Directors, C-suite, Heads of Departments, Supervisors, Owners, Founders may post such Challenges and give points for a Solution and give/ take out points for liked/disliked Answers submitted by other Professionals with knowledge and experience in a particular area/s for the specific Challenge via the Platform, which the Consulthon who posted the Challenge deems acceptable the Solution based upon the structure of the challenge; and exchange knowledge whereby Consulthons communicate with each other. Consulthons may be employees from commercial enterprises, non-profit organisations, local, state, or federal governments, start-ups, or other entities.
2.2. The Content. Each challenge has a Category, Status, Title, Text, Gallery of pictures (if needed), Files (if needed), Rating (formed by Members). By using this Platform, You acknowledge that Consulthon Ltd. does not control in any manner the nature, quality, legality or timing of the Challenges. You agree that Consulthon Ltd. is a neutral platform for Challenges and Solutions.
Consulthon Ltd desires to make Your use of this Platform enjoyable and will endeavour to keep postings related to the results of Solutions and Notoriety points as current as possible. However, we do not guarantee that the postings or content on this Platform will be current at all times. Furthermore, You understand that You may create a Solution for a Challenge that may have a recently accepted Solution, and for which the Notoriety points have already been given, and for which we have not yet updated the Platform to reflect such points.
2.3. Eligibility. The Platform is not available for use by minors (those under 18 years of age, or otherwise under applicable law), or individuals or organisations who cannot form legally binding agreements under applicable law. If You do not qualify, please do not use the Platform. If You reside in a country that is prohibited by law, regulation, treaty or administrative act from entering into trade relations with the UK and EU or their citizens, You may not use this Platform.
2.4. Consulthons’ Registration. To be eligible to participate in Challenges (as further described below) and access information in the Platform, You register with Your LinkedIn account. Once You log in with Your LinkedIn username You are part of the Consulthon Community. You may cancel Your registration at any time by contacting us at email@example.com.
2.5. Others’ Information. Consulthon Ltd. does not guarantee the accuracy of the Platform or ownership of any information in a Challenge, unless otherwise stated in a Challenge. While Consulthon Ltd. believes such information to be posted in good faith, Consulthon Ltd. does not control the information provided by others that are made available through the Platform. Other Member’s information may be inaccurate. You agree to look solely to the Member who posted the challenge for any claims You may have regarding his/her information. If You have a dispute with another Member of the Platform, You hereby release Consulthon Ltd. from all claims of any kind arising out of such dispute.
3. MEMBER’S OBLIGATIONS
3.1. Your Information. You may have the opportunity to communicate with other Members. Any information You provide to the Platform or Members during Your registration or use of the Services, in any public message area, through any mail feature, or otherwise generated out of Your use of the Services, is subject to the following:
3.2. Profile Content. Profile Content (found on Dashboard) is information about You (the Member) that is contributed by You or inferred about You by Your activity. Profile Content includes, but is not limited to, display names, reputation scores, picture, Your role and company, and other Member generated content found on a Member’s ‘View Profile’ content.
Profile Content that is available via the Consulthon API ("API Profile Content") is perpetually and irrevocably licensed to Consulthon.com and its Members under the Creative Commons Attribution Share-Alike license
Profile Content that is NOT available via the Consulthon API ("Personal Profile Content") cannot be used for any commercial purpose, individually or in aggregate, or be republished without the explicit consent of the author of such Personal Profile Content or the explicit consent of Consulthon.
Consulthon Ltd. reserves the right to exclude Content, including Profile Content, from the Consulthon API at any time without prior notice.
Additionally, no Profile Content, including API Profile Content, may be used in any way that implies a Member is affiliated with, has signed up for, or is in any way associated with a third party without explicit permission from Consulthon or the Member.
3.3. Your Content. You are solely responsible for the content of Your Public Profile, answers, comments, or Solutions. Consulthon.com/Consulthon.co.uk acts merely as a conduit for the distribution and/or publication of that information. Consulthon.com/Consulthon.co.uk reserves the right to take any action with respect to such information that it deems necessary or appropriate in its sole discretion if Consulthon.com/Consulthon.co.uk believes information is inappropriate for the Platform or the Services, may create liability for Consulthon.com/Consulthon.co.uk, or may cause Consulthon.com/Consulthon.co.uk to lose (in whole or in part) the services of its Internet service provider, advertisers, or other suppliers.
3.3.1 You agree that Your information will be accurate and will not, to the best of Your knowledge:
(a) infringe any third party’s copyright, trademark, patent or other proprietary rights or rights of publicity or privacy, (b) violate any law (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising), or
(c) be libellous, unlawfully threatening, or unlawfully harassing. You may be asked to make legally binding warranties and representations to Consulthon.com/Consulthon.co.uk and the Business in relation to a Solution that You submit.
3.3.2 You are able to be visible on the Platform not with your full name and picture automatically uploaded from Linked, but with a Nickname of your choice and a picture of your choice. This functionality allows You if Your position is restricting You from participation in such Challenge sharing and/or answering. Consulthon Ltd. reserves the rights to see your LinkedIn Name and link to your LinkedIn Profile in order to confirm the existence of a professional rather than a bot/robot.
3.5. LinkedIn. As part of the registration process, You will be asked to log in to Your LinkedIn account. You agree that Your registration information at all times correctly represents Your professional affiliation, experience, qualifications and ability to transact business. You may not use a login name of another Consulthon (Member on the web platform). You may not disclose or share Your password with any third parties or use Your password for any unauthorised purposes. You agree to notify Consulthon Ltd. at firstname.lastname@example.org of any unauthorised use of Your account or breach of security, including loss, theft, or unauthorised disclosure of Your password or login information. Remember, You are responsible for maintaining the confidentiality of Your password(s).
3.6. Facebook. As part of the registration process, You will be asked to log in to Your Facebook account. You agree that Your registration information at all times correctly represents Your professional affiliation, experience, qualifications and ability to transact business. You may not use a login name of another Consulthon (Member on the web platform). You may not disclose or share Your password with any third parties or use Your password for any unauthorised purposes. You agree to notify Consulthon Ltd. at email@example.com of any unauthorised use of Your account or breach of security, including loss, theft, or unauthorised disclosure of Your password or login information. Remember, You are responsible for maintaining the confidentiality of Your password(s).
4. SUPPLY OF SERVICES
4.1. Services. Subject to the terms and conditions of this Agreement, Consulthon may offer to provide the Services, as described more fully on the Platform, and which are selected by Member, solely for Member’s own use, and not for the use or benefit of any third party. Services shall include, but not be limited to, any services Consulthon Ltd. performs for Member, as well as the offering of any Content (as defined below) on the Platform. Consulthon Ltd. may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or Content. Consulthon Ltd. may also impose limits on certain features and services or restrict Member’s access to parts or all of the Services without notice or liability. Consulthon Ltd. reserves the right, at its discretion, to modify these Terms and Conditions at any time by posting revised Terms and Conditions on the Platform and by providing notice via e-mail, where possible, or on the Platform. The member shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Services by Member following such modification constitutes Member's acceptance of the terms and conditions of this Agreement as modified.
4.2. Member/s. The Member certifies to Consulthon Ltd. that Member is an individual (i.e., not a corporate entity) at least 18 years of age. No one under the age of 18 may provide any personal information to or on Consulthon Ltd. (including, for example, a name, address, telephone number or email address). Member also certifies that they are legally permitted to use the Services and access the Platform, and takes full responsibility for the selection and use of the Services and access to the Platform. This Agreement is void where prohibited by law, and the right to access the Platform is revoked in such jurisdictions.
4.3. Content. Consulthon Ltd. makes no claim that the Platform may be lawfully viewed or that Content may be downloaded outside of European Union. Access to the Content may not be legal by certain people or in certain countries. If You access the Platform from outside the European Union, You do so at Your own risk and You are responsible for compliance with the laws of Your jurisdiction.
4.4 Access. Consulthon Ltd. will use reasonable efforts to ensure that the Platform and its Services are available twenty-four hours a day, seven days a week. However, there will be occasions when the Network and/or Services will be interrupted for maintenance, upgrades and repairs or due to the failure of telecommunications links and equipment. Every reasonable step will be taken by Consulthon Ltd. to minimise such disruption where it is within Consulthon Ltd’s reasonable control.
You agree that neither Consulthon Ltd. nor the Platform will be liable in any event to You or any other party for any suspension, modification, discontinuance or lack of availability of the Platform, the service, any Member Content, or other Content.
The member shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Platform or otherwise use its Services, including, without limitation, modems, hardware, software, and long distance or local telephone service. The member shall be responsible for ensuring that such equipment or ancillary services are compatible with the Services.
4.5. Use and Storage. Consulthon Ltd. retains the right to create limits on use and storage in its sole discretion at any time with or without notice.
5. CHARGES AND PAYMENT
5.1. Paid services. The following Services require payment of fees:
5.1.1 Premium account
5.1.2 Promote a challenge
5.1.3 Advisory call
5.1.4 All fees are stated in British Pound (£, GBP). The Member shall pay all applicable fees, as described on the Platform in connection with such Services selected by the Member, and any related taxes or additional charges. All fees are non-refundable unless expressly stated otherwise on the Platform. The Member represents to STRIPE that the Member is the authorised account holder or an authorised Member of the chosen method of payment used to pay for the paid aspects of the Services.
5.1.5 All fee-based Services and virtual goods are provided “AS IS” with no warranties of any kind.
5.1.6 Consulthon Ltd. may modify and/or eliminate such fee-based Services at its discretion.
5.1.7 Consulthon Ltd. may change its prices at any time but will provide You a notice of 10 working days of any such changes by posting the new prices on the Platform and by sending You email notification. If You do not wish to pay the new prices, You may cancel the services prior to the change going into effect.
5.1.8 All amounts for paid services due under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
5.2.Free services. The Members can log-in and use the Platform for free, except the cases when they want to use the Premium account or they want to Promote their challenge.
6. INTELLECTUAL PROPERTY RIGHTS
6.1. Ownership and Limited License.
6.1.1. Consulthon Ltd. shall retain all ownership in the Platform and all content generated by it that is displayed on the Platform. Consulthon Ltd. grants You a non-exclusive, revocable right to use the Platform provided that You do not:
(a) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code,
(b) modify or attempt to modify the Platform in any manner or form except that You have the right to modify Your self-generated content on the Platform. The license granted to You by Consulthon Ltd. is a limited license to access and make personal use of this Platform and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Consulthon Ltd.
6.1.2. Except as set forth in Section 6.1.1(b), this license does not include any copying or distribution, resale or commercial use of this Platform or its contents; any collection and use of any Challenge listings, descriptions, or Notoriety; any derivative use of this Platform or its contents; any downloading or copying of Challenge information for the use or benefit of another; or any use of data mining, robots, or similar data gathering and extraction tools.
6.1.3 This Platform or any portion of this Platform may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Consulthon Ltd. You may not frame or utilise framing techniques to enclose any trademark, logo, or other proprietary information (including Challenge descriptions, images, text, page layout, or form) of Consulthon Ltd. without express written consent.
6.1.4 You may not use any meta tags or any other "hidden text" utilising Consulthon Ltd.'s name or trademarks without the express written consent of Consulthon Ltd. Any unauthorised use terminates the permission or license granted by Consulthon Ltd.
6.1.5 You are granted a limited, revocable, and non-exclusive right to create a hyperlink to the home page of Consulthon.com so long as the link does not portray Consulthon Ltd., or its products or services in a false, misleading, derogatory, or otherwise offensive manner.
6.1.6 You may not use any Consulthon logo or other proprietary graphic or trademark as part of the link without express written permission
6.2. Consulthon APIs Terms and conditions
6.2.1 The Consulthon application programming interfaces (the “API Services”) are a set of programming interfaces which allow You to programmatically query and connect to the Consulthon Platform. Applications (“Applications”) are code, programs or other interfaces which connect to the API Services.
Please read these Terms and conditions (“API Agreement”) carefully before using the API Services. By using or accessing the API Services, You agree to become bound by all the terms and conditions of this API Agreement as well as the Consulthon Terms and Conditions. If You do not agree to all the terms and conditions of the API Agreement, do not use the API Services. Consulthon Ltd. reserves the right, at its discretion, to modify these API Terms and conditions Clause at any time by posting revised APIs Terms and conditions.
The API Services are accessed by You (“Member” or “You”) under the following terms and conditions:
1. API Attribution
All Applications must ensure they visually indicate that the Consulthon Network is the source of the content provided through the API Services. Applications which may in any way be indexed by search engines must adhere to all Attribution rules defined in the Consulthon Terms and Conditions. For applications that lack access to web browsing services, simple text versions of URLs (instead of hyperlinks) will be sufficient. Exceptions to these attribution rules must be requested in advance of deploying any Applications.
2. Consulthon Trademark and Brand Guidelines
Consulthon Ltd. logos, branding, and other copyrighted content returned by the API may be used unmodified for the purposes of identification (i.e. identifying content on Consulthon with the Consulthon logo). Other uses of Consulthon Ltd. content are subject to the exclusive agreement with Consulthon Directors.
Consulthon may terminate or suspend any and all access to API Services immediately, without prior notice or liability, if You breach any of the terms or conditions of this API Agreement. Upon termination of access, Your right to use the API Services will immediately cease. All provisions of this API Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. Termination of Your access to and use of the API Services shall not relieve You of any obligations arising or accruing prior to such termination or limit any liability which You otherwise may have to Consulthon or the API Services, including without limitation any indemnification obligations contained herein.
6.3. Copyright. All content included on this Platform, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Consulthon Ltd. or its Consulthons and protected by the United Kingdom and EU and international copyright laws. The compilation of all content on this Platform is the exclusive property of Consulthon Ltd. and protected by UK and EU and international copyright laws. All software used on this Platform is the property of Consulthon Ltd. or its software suppliers and protected by UK and EU and international copyright laws.
7. DATA PROTECTION AND DATA PROCESSING
7.1 The Member and the Supplier acknowledge that for the purposes of the Data Protection Act 2018, the Member is the Data Controller and the Supplier is the data processor in respect of any Personal Data.
7.2 The Supplier warrants that, having regard to the state of technological development and the costs of implementing any measures:
7.2.1 Consulthon Ltd. has no special relationship with or fiduciary duty to Member.
7.2.2 Member acknowledges that Consulthon has no control over, and no duty to take any action regarding: which Members gain access to the Platform; which Content Member accesses via the Platform; what effects the Content may have on Member; how Member may interpret or use the Content; or what actions Member may take as a result of having been exposed to the Content. Much of the Content on the Platform is provided by and is the responsibility of the Member or Member who posted the Content.
7.2.3 Consulthon Ltd. does not monitor the Content of the Platform and takes no responsibility for such Content, however
18.104.22.168. Your Content will be viewable by other users of the Platform and through third party services and websites. You should only provide Content that you are comfortable sharing with others under these Terms.
22.214.171.124 All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. Consulthon may not monitor or control the Content posted via the Platform. Any use of or reliance on any Content or materials posted via the Platform or obtained by you through the Platform is at your own risk. Consulthon do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Platform or endorse any opinions expressed via the Platform. You understand that by using the Platform, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate. Under no circumstances will Consulthon be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content made available via the Platform or broadcast elsewhere.
126.96.36.199. You are responsible for your use of the Platform, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and third party partners. You understand that your Content may be republished and if you do not have the right to submit Content for such use, it may subject you to liability. Consulthon will not be responsible or liable for any use of your Content by Consulthon in accordance with these Terms.
188.8.131.52 Consulthon reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Service and to terminate users or reclaim usernames. Consulthon also reserve the right to access, read, preserve, and disclose any information if we believed in good faith that it is reasonably necessary to (i) satisfy any applicable law, regulation, legal process or governmental request (for example, subpoenas or warrants), (ii) enforce or administer our agreements with users (such as these Terms), including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Consulthon, its users and the public.
7.2.4 Member releases Consulthon Ltd. from all liability for Member having acquired or not acquired Content through the Platform. The Platform may contain, or direct Member to Platforms containing, information that some people may find offensive or inappropriate. Consulthon Ltd. makes no representations concerning any content contained in or accessed through the Platform, and Consulthon Ltd. will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Platform.
Although Consulthon Ltd. and the Platform will make reasonable efforts to store and preserve the material residing on the Platform, neither Consulthon nor the Platform is responsible or liable in any way for the failure to store, preserve or access Member Content or other materials You transmit or archive on the Platform.
7.2.5 You are strongly urged to take measures to preserve copies of any data, material, content or information You post or upload to the Platform.
7.3. The Services, Content, Platform and any Software are provided on an "as is" basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose or non-infringement. Consulthon Ltd. makes no representations or warranties of any kind with respect to the Platform, the Services, including any representation or warranty that the use of the Platform or Services will:
7.3.1 be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data,
7.3.2 meet Your requirements or expectations,
7.3.3 be free from errors or that defects will be corrected,
7.3.4 be free of viruses or other harmful components.
7.4. To the fullest extent allowed by law, Consulthon Ltd. disclaims any liability or responsibility for the accuracy, reliability, availability, completeness, legality or operability of the material or services provided on this Platform. By using this Platform, You acknowledge that Consulthon Ltd is not responsible or liable for any harm resulting from:
7.4.1 use of the Platform;
7.4.2 downloading information contained on the Platform including but not limited to downloads of content posted by Members;
7.4.3 unauthorised disclosure of images, information or data that results from the upload, download or storage of content posted by Members;
7.4.4 the temporary or permanent inability to access or retrieve any Member Content from the Platform, including, without limitation, harm caused by viruses, worms, trojan horses, or any similar contamination or destructive program.
8. LIMITATION OF LIABILITY
8.1. Consulthon’s Ltd. Liability. Consulthon Ltd. has no control over and is not responsible for the acts or omissions of the Members (Consulthons), or the quality or legality of the Solutions sought thereby. Consulthon Ltd. does not warrant or guarantee the accuracy or completeness of any Consulthon Challenge Solution, nor endorse any Member who raised a Challenge.
8.2. Disclaimer. CONSULTHON LTD SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS, EXPENSES OR OTHER COSTS (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) YOU SUFFER OR INCUR AS A RESULT OF THIRD PARTY CLAIMS RELATING TO YOUR USE OF THE SERVICES. UNDER NO CIRCUMSTANCES WILL CONSULTHON BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES REGARDLESS OF THE CAUSE.
8.3. Member Liability. You agree that You will be responsible for, and at Consulthon request- defend Consulthon.com from third party claims arising out of information You provide to Consulthon.com for publication or any breach by You of this agreement. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Service must be filed within one (1) year after such claim or cause of action accrues, or be forever barred.
9.1. Either party may terminate the Services at any time by notifying the other party by any means.
9.2. Consulthon Ltd. may also terminate, block, or suspend any and all Services and access to the Network immediately, without prior notice or liability, in its sole discretion, for any reason or no reason at all, including but not limited to any Member breaches of any of the terms or conditions of this Agreement. Upon termination of Member’s account, Member’s right to use the Services, access the Platform, and any Content will immediately cease. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. Termination of Your access to and use of the Platform and the Services shall not relieve Member of any obligations arising or accruing prior to such termination or limit any liability which Member otherwise may have to Consulthon Ltd. or the Platform, including without limitation any indemnification obligations contained herein.
10.1 Governing law. The Agreement and any dispute or claim (including non-contactual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the laws of the of England and Wales.
10.3. Privacy and Confidentiality.
10.4. No Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS". CONSULTHON LTD MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, RESPECTING THE SERVICES.
11. THIRD PARTY RIGHTS
11.1. Third-Party Web Sites Links. The Platform may contain links to Web sites operated by parties other than Consulthon.com/ Consulthon.co.uk.
11.1.1 Such links are provided for reference only and Consulthon Ltd. does not control such Web Sites and is not responsible for their contents. Consulthon Ltd.’s inclusion of links to such Web Sites does not imply any endorsement of the material on such Web Sites or any association with their operators.
11.1.2 The Platform is using LinkedIn Profile Field Descriptions. This selection of profile fields is available to all LinkedIn developers:
Basic Profile Fields
11.1.3 The Platform is using Facebook Profile Field Descriptions. This selection of profile fields is available to all Facebook developers:
11.2. No Third Party Reliance. You agree that You will not present to third parties any content or material in a manner that could be construed as conveying sponsorship, endorsement, option, or representation or warranty of Consulthon.com/ Consulthon.co.uk.
11.3. Jurisdiction. Each party irrevocably agrees that:
11.3.1 Unless it expressly states otherwise, the agreement does not give rise to any rights under the agreements (Rights of Third Parties) Act 1999 to enforce any term of the agreement.
11.3.2 The rights of the parties to rescind or vary the agreement are not subject to the consent of any other person.